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Governance
To contribute to realizing a sustainable society while sustaining sound development as a company, we have been striving to enhance our governance. Specifically, we have set up the Compliance Committee, the Nomination and Compensation Committee, and the Sustainability Committee, and in January 2022, transitioned to a company with the Audit and Supervisory Committee from a company with Board of Company Auditors. We have worked on further enhancing the Corporate Governance to strengthen the audit and supervisory functions of the Board of Directors and expedite decision-making on business execution.
Corporate Governance Structure
Skill Matrix for Directors
You can check the expertise and experience of Directors, including Directors Who are Audit & Supervisory Committee Members
here(page 11).
Board Effectiveness Evaluation
The Group evaluates the effectiveness of the Board of Directors annually. This method is a self-evaluation by each director regarding the composition, operation and structure of the Board by completing a questionnaire. Based on the results of the evaluation, the Board exchanges opinions and makes improvements.
Questions included in the questionnaire about:
- Composition of the Board of Directors
- Operation of the Board of Directors
- Agenda of meetings of the Board of Directors
- System supporting the Board of Directors
Evaluation results and future issues
As a result of the effectiveness evaluation for the fiscal year ended October 31, 2023, we determined that our Board of Directors had performed effectively and also found that the Board had deliberated actively and provided sufficient information related to the deliberation.
On the other hand, we recognize that our important issues of the Board of Directors include raising the ratio of outside directors and diversifying the members based on factors such as gender and internationality. By continuing to discuss these issues at meetings of the Board, we strive to further strengthen our corporate governance system.
Nomination and Compensation
The Group has established the Nomination and Compensation Committee as a voluntary advisory body to the Board of Directors, which comprises the majority of independent directors. Details of nominating directors are decided by the Board of Directors after receiving reports from the Nomination and Compensation Committee, and compensation for the directors is decided by the Committee in accordance with a policy established by the Board.
Compliance
We have established the Compliance Committee and are working to enhance our compliance system so that all board members and employees can carry out their tasks properly in compliance with a variety of laws and public systems.
Our initiatives
- ・Establishing the Compliance Committee (and holding a meeting once a month)
- ・Providing employees with training programs/seminars to raise awareness of compliance
- ・Building a system to share past problem cases with the aim of preventing problems from occurring
- ・Establishing an internal consultation desk where employees can consult or report troubles
- ・Developing and implementing a range of rules, such as Privacy Policy
Internal Reporting (Whistleblowing) System (Employee Hotline)
We have introduced a whistleblower hotline for all employees and directors in the Kobe Bussan Group to prevent serious problems that may arise in the course of business activities, including compliance violations, corruption, and harassment and other human rights abuses.
We strive for rectification and remediation through properly operating the system that ensures confidentiality of whistleblowers' name and report details by establishing various rules, such as those for receiving anonymous reports, protecting information about whistleblowers and investigation collaborators, and prohibiting whistleblowers and investigation collaborators from being subjected to adverse treatment or retaliation.
Quality Control
Kobe Bussan Group has set out "Kobe Bussan Group Quality Policy," a norm shared across the Group. In addition, we established the Quality Assurance Department in April 2015, and has inspected our products independently to ensure the safety and quality of them. Specifically, we pick the products randomly from all of our containers entering a port to make inspections such as bacteriological and physico-chemical testing and sensory testing. Based on our own strict internal standards, which go beyond just legal compliance, we endeavor to implement quality control thoroughly in the all processes from raw material procurement to manufacturing, distribution, and sales to deliver safe and high-quality products.
We have also built a system that reflects our customer feedback, which enables us to examine the products based on the details sent to our customer service from customers.
